This Non-Disclosure Agreement (“Agreement”) is entered into by and between the owner of certain confidential information, All American Oil & Gas, Inc (“AAOG”) and the party seeking to access such information (“You,” or “Your”), and is effective on the date executed and accepted by You.
A. AAOG operates a website that provides both public and Confidential Information about the operation of AAOG at www.aaoginc.com (the “Website”).
B. You desire to gain access to the Confidential Information in connection with an investment in AAOG (your “Investment”), and AAOG wishes to provide You access to the Confidential Information, provided You agree to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
- Definition of Confidential Information. “Confidential Information” shall mean any and all information provided orally, in writing, or made available by any other media, to You or Your Representatives (as defined below) before or after the date of the Agreement, in connection with the your Investment, including, but not limited to, financial information, non-public legal notices, trade secrets and any other information that is marked or otherwise identified as confidential or proprietary, or should reasonably be understood by You as being confidential information of AAOG based upon the nature of the information disclosed or the circumstances of the disclosure.
“Confidential Information” does not include any information or material that: (a) was previously known to You and in Your possession free of any obligation to keep it confidential as shown by written records, so long as You did not receive such information directly or indirectly from AAOG; (b) is or becomes publicly available, other than by unauthorized disclosure by You in breach of this Agreement; (c) is independently developed by You or Your Representative without knowledge or use of the Confidential Information as shown by written records; (d) is disclosed to third parties by AAOG without restriction; or (e) is lawfully received from a third party whose disclosure, to Your knowledge, would not violate any confidentiality or other legal obligation owed to AAOG.
- Limitations on Use. You may only use Confidential Information solely for the purpose of evaluating your Investment in AAOG and its ongoing operations, and at all times only in accordance with this Agreement (“Permitted Purpose”). You agree that the Confidential Information may not be relied on by You or any third party for any other purpose.
- Limitations on Disclosure. You shall not publish or disclose Confidential Information to any third party without the prior written consent of AAOG, and only after requiring any such third party to treat all Confidential Information confidential and having a written confidentiality agreement in place with such third parties in a form acceptable to AAOG or have agreed to a confidentiality agreement that is substantially similar to this Agreement. However, You may disclose Confidential Information on a need to know basis for the Permitted Purpose to Your (i) employees, officers, agents, directors, members or managers, or (ii) attorneys, accountants, financial advisors, partners, and other consultants (collectively (i) and (ii), the “Representatives”) provided that You shall advise Representatives of their duties under this Agreement before disclosing Confidential Information to them. Should You or any Representative breach the terms of this Agreement, You and the Representatives shall be jointly and severally liable for such breach.
- Maintenance. You shall ensure that all Confidential Information disclosed to You or Your Representatives is kept and maintained in a safe and secure place with commercially reasonable safeguards to insure that unauthorized persons do not have access to the Confidential Information. You shall promptly notify AAOG of any actual or suspected misuse, misappropriation, unauthorized disclosure, or security breach of or affecting Confidentiality Information in violation of this Agreement. You agree not to circumvent any measures designed to prevent the copying or printing of any Confidential Information provided via the Website.
- Destruction. At any time during or after the term of this Agreement, and at AAOG’s request, You and Your Representatives shall cease all use of Confidential Information, and within a reasonable time after receipt of the request from, return all Confidential Information and copies thereof received from AAOG under this Agreement or destroy all Confidential Information (with confirmation of destruction provided to AAOG), except for a single archival copy which may be retained by your legal department to the extent required pursuant to applicable legal or regulatory requirement, provided that any Confidential Information not destroyed shall continue to be bound by the terms of this Agreement.
- Compelled Disclosure. If You receive a subpoena or other validly issued administrative or judicial process requesting Confidential Information of AAOG, You will, to the extent legally permissible, promptly notify AAOG and if requested by AAOG, tender to AAOG the defense of the subpoena or process. If requested by AAOG, You shall cooperate in opposing the subpoena or process. Unless the subpoena or process is timely limited, quashed or extended, You will then be entitled to comply with the request to the extent permitted by law.
- Compliance with Laws. You agree to comply with all applicable laws and regulations applicable to the Confidential Information.
- Intellectual Property. All right, title and interest in and to the Confidential Information will remain with AAOG. You agree that You do not acquire any title, ownership, or other intellectual property right or license in or to the Confidential Information under this Agreement.
- Your Liability. If AAOG determines that You have breached any provision of this Agreement, AAOG may, in their sole discretion, exercise any or all legal or equitable rights or remedies to which they are entitled because of Your breach. AAOG shall be deemed to have waived any rights or remedies because of failure, delay or forbearance in exercising any such right or remedy in a particular instance. You also agree that AAOG shall have the right to seek an order enjoining any such further breach or misappropriation without posting of a bond, and for such other relief as AAOG deems appropriate.
- Disclaimers. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, WITH RESPECT TO THE CONFIDENTIAL INFORMATION, AAOG DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY EXPRESS OR IMPLIED WARRANTY AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF SUCH CONFIDENTIAL INFORMATION AND DOCUMENTATION. AAOG accepts no responsibility as a result of any expenses, losses, damages, or actions incurred or undertaken by You or Your Representatives because of the receipt or use of any Confidential Information.
- Indemnification. You and Your Representatives specifically release AAOG and the third party preparers of any Confidential Information from all claims, demands, causes of action, judgments, losses, damages, liabilities, costs and expense (including attorneys’ fee whether suit is instituted or not) whether known or unknown, liquidated or contingent (“Claims”), by reason of the information contained in, or that should have been contained in, the Confidential Information. You and Your Representatives further agree that You will indemnify and hold harmless AAOG from any and all losses, damages, claims or expenses arising from any breach of this Agreement by You or Your Representatives.
- Termination. The obligations of this Agreement with respect to the disclosure of Confidential Information shall expire the date that is five (5) year from the date of receipt of such Confidential Information. Notwithstanding the foregoing, this Agreement may be terminated by AAOG without cause upon thirty (30) days prior written notice provided, however, that this Agreement may be terminated for cause immediately and the immediate return or destruction of all Confidential Information may be demanded by AAOG upon written notice if You or Your Representatives breach any term of this Agreement. You remain bound to the provisions hereof with respect to the disclosure of Confidential Information received by You before termination.
- Governing Law. This Agreement shall be governed by, and construed under, the laws of the Texa, excluding its principles of conflicts of laws. The parties agree that the sole venue for any action related to this Agreement shall be in any federal or state court within the state of Texas, and the parties irrevocably submit to the personal jurisdiction and venue of said court.
- Assignment. This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns, heirs, executors, administrators and personal representatives. You may not assign or transfer Your rights or obligations under this Agreement without the prior written consent of AAOG. Any assignment or transfer in violation of this section shall be void.
- Miscellaneous. This Agreement and the Terms of Service governing your use of the Website merge and supersede all prior agreements between the parties with respect to its subject matter. Nothing in this Agreement shall be construed to limit or exclude any provision in the Terms of Service. The waiver by either party of any breach of the terms this Agreement will not be considered a modification of any provision, nor shall such a waiver act to bar enforcing any subsequent breach. This Agreement may only be modified by a written agreement executed by all the parties. If you are signing this Agreement for a legal entity, you represent and warrant that you are fully authorized to enter this Agreement and to legally bind such entity.
- Electronic Acceptance: You acknowledge that You are executing this Agreement by accepting the terms by hitting the “ACCEPT” button. You acknowledge that such form of acceptance shall be binding and enforceable pursuant to Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”), and applicable state and international laws, including the United Kingdom’s Electronic Communications Act 2000.